摩根大通美股招股说明书(2025-01-17版)

Registration Statement Nos. 333-270004 and 333-270004-01Dated January, 2025Rule 424(b)(2) Pricing supplementTo prospectus dated April 13, 2023, prospectus supplement dated April 13, 2023,product supplement no. 1-I dated April 13,2023 and prospectus addendum dated June3, 2024 JPMorgan Chase Financial Company LLC Callable Fixed Rate Notes due July 31, 2028Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. GeneralThe notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan ·Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Any payment on the notes issubject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., asguarantor of the notes.·These notes are designed for an investor who seeks a fixed income investment at an interest rate of 5.00% per annum but who is alsowilling to accept the risk that the notes will be called prior to the Maturity Date.·At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.·The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. Key Terms JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorganChase & Co. Issuer: JPMorgan Chase & Co. Guarantor:Payment at Maturity: On the Maturity Date, we will pay you the principal amount of your notesplusany accrued and unpaidinterest,providedthat your notes are outstanding and have not previously been called on any RedemptionDate. On the last calendar day of January, April, July and October of each year, beginning on January 31, 2026and ending on April 30, 2028 (each, a “Redemption Date”), we may redeem your notes, in whole but not inpart, at a price equal to the principal amount being redeemedplusany accrued and unpaid interest,subject to the Business Day Convention and the Interest Accrual Convention described below and in theaccompanying product supplement. If we intend to redeem your notes, we will deliver notice to TheDepository Trust Company on any business day after the Original Issue Date that is at least 5 businessdays before the applicable Redemption Date. Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principalamount note, we will pay you interest in arrears on each Interest Payment Date in accordance with thefollowing formula: $1,000 × Interest Rate × Day Count Fraction. The period beginning on and including the Original Issue Date and ending on but excluding the firstInterest Payment Date, and each successive period beginning on and including an Interest Payment Dateand ending on but excluding the next succeeding Interest Payment Date or, if the notes are redeemed priorto that succeeding Interest Payment Date, ending on but excluding the applicable Redemption Date,subject to the Interest Accrual Convention described below and in the accompanying product supplement Interest Periods: Interest on the notes will be payable in arrears on the last calendar day of January and July of each year,beginning on July 31, 2025 to and including the Maturity Date (each, an “Interest Payment Date”), subjectto any earlier redemption and the Business Day Convention and Interest Accrual Convention describedbelow and in the accompanying product supplement. Interest Rate:Pricing Date:Original Issue Date:Maturity Date:Business Day Convention:Interest Accrual Convention:Day Count Convention:CUSIP: 5.00% per annum January 29, 2025, subject to the Business Day Convention January 31, 2025, subject to the Business Day Convention (Settlement Date) July 31, 2028, subject to the Business Day Convention Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectussupplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 of the accompanyingproduct supplement and “Selected Risk Considerations” beginning on page PS-3 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notesor passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement,prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of ouraffiliates. (2) With respect to notes sold to eligible institutional investors or fee-based advisory accounts for which an affiliated or unaffiliatedbroker-dealer is an investment adviser, the price to the public will not be lower than $992.60 or greater than $1,000 per $1,000principal amount note. Broker-dealers who purchase the notes for these accounts